Capital markets: debt in Netherlands

Allen & Overy LLP

Under the leadership of practice head Jonathan Heeringa, Allen & Overy LLP‘s team excels in handling the gamut of debt capital markets transactions for isuers and underwriters. Its work covers matters such as standalone bonds and debt programmes, subordinated and hybrid capital, liability management transactions (exchange offers and tender offers), regulatory capital and high-yield structures. Heeringa and associate Sophia Evenhuis recently acted for JDE Peet’s on the establishment of its €5bn EMTN programme and inaugural triple tranche issuance, guaranteed by a Dutch and a US based subsidiary. In another highlight, Heeringa led the advice to Athora Netherlands on a €300m bond issue.

Practice head(s):

Jonathan Heeringa

Other key lawyers:

Sophia Evenhuis

Key clients

Frieslandcampina Nederland B.V.

Atrium European Real Estate Limited

Wolters Kluwer N.V.

JDE Peet’s N.V.

JAB Holdings B.V.

Athora Netherlands

ING Bank

Ahold Delhaize N.V.

Work highlights

  • Advised JDE Peet’s N.V. on the establishment of its EMTN programme and the inaugural triple tranche issuance, guaranteed by a Dutch and a US-based subsidiary.
  • Advising Atrium European Real Estate Limited (as issuer) on its inaugural €350m corporate hybrid bond issuance.
  • Assisting Athora Netherlands with its €300m notes issuance.

Clifford Chance

Clifford Chance is heavily involved in high-profile debt capital markets offerings, where its first-rate team is equally strong acting for issuers and underwriters. Led by Jurgen van der Meer, the group covers a full range of matters, including MTN programmes and drawdowns, corporate hybrid instruments, green and sustainability-linked bonds, liability management transactions and regulatory capital matters. Senior counsel Tineke Kothe recently acted as issuer counsel to Stedin Holding on its €500m issue of perpetual subordinated securities, which are listed on Euronext Amsterdam. Another name to note at the firm is counsel Dewi Walian, who joined from NautaDutilh in July 2021, and is knowledgeable about high-yield, convertible, investment grade and regulatory driven debt offerings and restructurings (including schemes of arrangement).

Practice head(s):

Jurgen van der Meer

Other key lawyers:

Tineke Kothe; Dewi Walian

Key clients

NatWest Markets N.V.

ABN AMRO Bank N.V.

Coöperatieve Rabobank U.A.

LeasePlan Corporation

PostNL

Stedin Holding N.V.

Wizz Air Finance Company B.V.

Volkswagen

Siemens

OCI N.V.

Telefonica Europe B.V.

Goldman Sachs International

REN Finance B.V.

De Brauw Blackstone Westbroek

De Brauw Blackstone Westbroek‘s excellent practice is led by Niek Biegman, who heads up the London office, but also spends a portion of his time in Amsterdam. Under his leadership, the group demonstrates strong capabilities across the spectrum of domestic and cross-border debt capital markets transactions. Working with the banking team, it particularly excels at assisting global corporates with setting up and maintaining bond programmes, as well as handling standalone bond issuances and restructurings. In addition, work for private equity firms and their portfolio companies is another driver of activity. Ferdinand Hengst has a first-rate reputation in multijurisdictional bond restructurings; he was the lead partner in the team that recently acted for HEMA on a high-profile, cross-border recapitalisation and restructuring process. Another highlight saw Biegman and senior associate Bas Boutellier advise Technip Energies on its inaugural €600m bonds issuance.

Practice head(s):

Niek Biegman

Other key lawyers:

Ferdinand Hengst; Bas Boutellier

Testimonials

‘The De Brauw capital markets team is nothing else than impressive and literally top tier.’

‘Bas Boutellier is definitely one of the Dutch rising stars in the debt capital markets area. His expertise and tailor-fit advice are impressive, and he is really fun to work with.’

‘Solid legal advice with good knowledge of market standards.’

‘I work with De Brauw on a variety of Dutch matters. They are efficient, helpful and not too dogmatic.’

‘The main contact is Ferdinand Hengst, he is efficient, generally available and flexible on fees.’

Key clients

Port of Rotterdam

Philips

Leaseplan

Akzo Nobel

Axalta

BC Partners

Fugro

Gasunie

Havenbedrijf Rotterdam

HEMA

Nomura

RELX

Shell

TenneT

Elastic N.V.

Just Eat Takeaway.com

Stellantis

Work highlights

  • Acted as global lead counsel to HEMA on a complex and multi-jurisdictional recapitalisation process.
  • Acted for state-owned Port of Rotterdam on inaugural bonds issuance.
  • Acted as lead counsel to Just Eat Takeaway.com on its €1.1bn convertible bonds offering.

Linklaters

Linklaters‘ debt capital markets practice is led by Pim Horsten, who is dual-qualified in the Netherlands and England & Wales, and is experienced in handling a full range of transactions. He has particular expertise in regulatory capital issues by financial institutions (banks and insurers) and hybrid issues by corporate issuers. Horsten works with Alexander Harmse, who is knowledgeable about high-yield debt issues. Reflective of its standing in the market, the team handles ING Bank’s debt and regulatory capital issues. Elsewhere, in a recent highlight, Horsten and Baks were among the advisers to Credit Suisse on the update and amendment of Heineken’s €20bn EMTN programme. Menno Baks moved to Loyens & Loeff.

Practice head(s):

Pim Horsten

Other key lawyers:

Alexander Harmse; Xu Wang

Testimonials

‘Linklaters takes very good care of its clients and guides them through the whole process of the transaction at hand very professionally.’

Key clients

ING

J.P. Morgan

Morgan Stanley

Bank of America Merrill Lynch

HSBC

Unilever

ABN AMRO

Rabobank

Deutsche Bank

Citigroup

NautaDutilh

NautaDutilh, which fields an all-female capital markets deal team, is regularly seen in high-profile debt capital markets transactions in the Netherlands. Petra Zijp and Antonia Netiv co-head the group, which is a first port of call for many clients in their most complex convertible, high-yield, investment grade and regulatory-driven debt offerings. Having previously advised the client on establishing its $6bn Global Medium Term Note programme and inaugural notes offering in 2019, the firm acted for Prosus on three more offerings in 2020, and more recently handled an update of the programme. Also notable is that Zijp and Netiv advised Thyssenkrupp and its shareholders on the circa €4.2bn notes issued in connection with the acquisition of the client by Advent and Cinven. Senior associate Sabrina Legerstee is also recommended.

Practice head(s):

Petra Zijp; Antonia Netiv

Other key lawyers:

Sabrina Legerstee

Testimonials

‘Wide-ranging practice, market leaders in the Netherlands, deep knowledge.’

‘Antonia Netiv – user friendly, commercial, hard working, always helpful, excellent on cross-border transactions’

‘Strong team which consistently delivers.’

‘Antonia Netiv is outstanding and a pleasure to work with.’

Key clients

Nederlandse Waterschapsbank N.V.

Unibail-Rodamco

Achmea

de Volksbank

Mylan

Aercap

Citycon

Prosus N.V.

Daimler International Finance B.V.

STMicroelectrionics

Pharming

H&M

Work highlights

  • Advised Prosus on the setup of its $8bn GMTN Program and raises of €3.75bn and $1.6bn in 2020 and $1.85bn in 2021.
  • Advised Thyssenkrupp and its shareholders on the approx. $4.2bn notes issued in connection with the acquisition of Thyssenkrupp by Advent and Cinven.
  • Advised Daimler on the set-up of its Chinese debt issuance programme and panda bond issuances.

Simmons & Simmons

Peter Voorhees leads the practice at Simmons & Simmons, which is able to provide issuers and underwriters with Dutch, UK and US capital markets law advice on the ground in the Netherlands. Its varied portfolio of work includes matters concerning medium-term note, commercial paper and structured finance programmes, as well as bond issues and liability management transactions. The team is particularly noted for its expertise in green, social and sustainability bond finance; illustrative of its strengths in this space, Voorhees and supervising associate Shari Taylor Molloy acted for FMO on the update of its €7bn debt issuance programme, as well as a €500m bonds issuance. Elsewhere, other work included acting for BNG Bank on the update of its €100bn debt issuance programme and multiple issuances thereunder. Marieke Driessen joined Stibbe.

Practice head(s):

Peter Voorhees

Other key lawyers:

Shari Taylor Molloy

Testimonials

‘The Simmons & Simmons DCM team is proactive, knowledgeable and deal-focused. They get the job done and deliver the right practical advice I am looking for. They push through when necessary to deliver.’

‘Partner Peter Voorhees is a knowledgeable lawyer, practical where needed and a pleasant person to work with. Supervising associate Shari Taylor Molloy is one to watch.’

‘Well balanced team in terms of partner involvement (deep market knowledge) and associates that are on the ball. Any company’s MTN program is in good hands with S&S (as issuer counsel).’

‘Peter Voorhees (Amsterdam) is a seasoned DCM/ECM practitioner with deep knowledge of market practice and regulatory developments, particularly with a broad experience of programme updates and standalone private placements.’

Key clients

ING Bank

BNG Bank

Rabobank

NWB Bank

FMO

NatWest Markets

Heineken

Van Lanschot

Work highlights

  • Acted for Heineken N.V. as issuer on the update of its €20bn Euro Medium Term Note programme and multiple issuances thereunder.
  • Acted for BNG Bank as issuer on the update of its €100bn debt issuance programme and multiple issuances thereunder.
  • Acted as counsel to the dealers and NatWest Markets Plc as arranger on the update of Akzo Nobel’s Euro Medium-Term Note programme. This is Akzo Nobel’s primary debt issuance programme.

Stibbe

Stibbe‘s debt capital markets practice was significantly strengthened by the arrivals of Marieke Driessen and senior associate Niek Groenendijk from Simmons & Simmons in January 2021. Driessen, who is Dutch and English law-qualified, has almost 25 years of experience in this space. She co-heads the practice with Rein van Helden, who recently advised SBM Offshore and its subsidiary Guara Norte on an $850m bonds issuance; this was SBM Offshore’s first issuance of a 144A/Reg S bond. Elsewhere, the group’s workload covers EMTN and commercial paper programmes, Eurobonds and convertibles, among other matters.

Practice head(s):

Rein van Helden; Marieke Driessen

Other key lawyers:

Niek Groenendijk

Key clients

Adevinta

ASM International

Bain Capital

Barclays

Blackstone

BNP Paribas

British American Tobacco

Cimpress

Cinven

Citigroup

Constellium

Credit Suisse

DBRS Ratings

Deutsche Bank

Frigoglass

Fyber

Groupe PSA

IQ EQ

ING

Intertrust

J.P. Morgan

Goldman Sachs

Marubeni

Mitsui

Modec

Morgan Stanley

PostNL

Robert Bosch

Smurfit Kappa

Steinhoff International

Work highlights

  • Advising Adevinta on two bond issues of more than €1bn in total to partly finance the acquisition of eBay Classifieds Group. eBay Classifieds Group operates a portfolio of leading marketplace brands in 13 countries, including Marktplaats in the Netherlands.
  • Acted as lead adviser to NIBC Bank on the annual update of its €20bn debt issuance programme, which also includes issuances thereunder, including NIBC’s inaugural €750m green bonds.
  • Advised an ad hoc committee of noteholders on the restructuring of notes issued by DTEK Finance Plc.

Hogan Lovells International LLP

Hogan Lovells International LLP‘s debt capital markets offering is closely linked to the firm’s structured finance and asset finance practice. Jointly led by Wouter Jongen and Robert Masman, the Amsterdam-based finance team handles a wide range of complex transactions for Dutch and global banks, as well as corporates. It has a notable strength in Dutch covered bonds programmes, as is evidenced by the fact that it advises clients such as ING Bank, ABN AMRO and Rabobank in this space. Elsewhere, illustrative of the firm’s broader workload, a recent highlight involved Masman, counsel Dylan Goedegebuure and associate Yvette Voermans advising Alcoa Corporation on a $500m senior notes issuance by Alcoa Nederland Holding B.V.

Practice head(s):

Robert Masman; Wouter Jongen

Other key lawyers:

Dylan Goedegebuure; Yvette Voermans

Testimonials

‘The team is greatly involved with the relevant case at hand. They look to cooperate with all parties involved but always keep the interest of the client in mind. Their people skills are exceptional. The team’s combined knowledge makes them a leader in this field.’

‘Robert Masman has in-depth knowledge of the market and finance law in general. He seeks to co-operate with all parties within a transaction to obtain the best possible outcome for his client. He is very pragmatic and knowledgeable.’

Key clients

ING Bank

ABN AMRO Bank

Rabobank

Schiphol

LeasePlan

Volkswagen Pon Financial Services B.V.

Work highlights

  • Advising Royal Schiphol Group N.V. on notes issuances with an aggregate value of €1bn under its €5bn EMTN programme, as guaranteed by Schiphol Nederland B.V.
  • Acted for ING Bank N.V. on various issuances of fixed-rate covered bonds listed on Euronext Amsterdam pusruant to its soft bullet 2 covered bonds programme.
  • Advising ABN AMRO Bank N.V. as issuer drafting counsel on the update of its €40bn covered bond programme and €40bn covered bond programme 2.

Houthoff

Houthoff acts for corporate issuers and financial institutions on cross-border debt capital markets transactions, such as high-yield bond issuances and private placements. The team includes André de Neve, who has over 20 years of experience in this space, and is noted for his particular expertise in matters connected with the oil and gas sector. Jessica Terpstra is another active practitioner, as is Jetty Tukker.

Practice head(s):

Jessica Terpstra; André de Neve; Jetty Tukker; Alexander Kaarls

Key clients

Davide Campari-Milano N.V.

Meltwater B.V

Qell Acquisition Corp.

The Vitol Group

Royal VolkerWessels

Lehman Brothers Treasury

Reggeborgh

BTG Pactual/PPLA Participations

DH Private Equity

TMF Group

DP Eurasia N.V.

Vimetco

Citigroup

Deutsche Bank

J.P. Morgan

Thoma Bravo

Petrobras

Work highlights

  • Acting as Dutch counsel to Renewi Plc on its latest green bonds issue. The Renewi group is a leading waste-to-product enterprise in the UK and the Netherlands.